Conflict of Interest Policy

Potential conflicts of interest may arise on the following cases, but not limited to it:

• Employee Conflicts: An employee engaging in outside work during office hours without approval
• Customer Conflicts: Personal investments or transactions by staff that overlap with client or Company interests
• Third-Party Influence: The company receiving incentives that could influence its recommendations
• Personal Transactions: An employee benefits from a trade that uses confidential information

Employees must:

• Declare any outside activities, financial interests, or personal relationships that may impact impartiality
• Report involvement in vendor selection or hiring where personal interests are present
• Avoid any behavior that could interfere with fair treatment of clients.

Activities during official working hours require written approval from Compliance and HR. All potential conflicts must be reported promptly for assessment and resolution.

To uphold independence and objectivity, Venga has established measures to prevent and manage potential conflicts of interest.

Key measures include:

1. Guidelines for Action: Clear rules prohibit certain conduct (e.g., sharing client operations) and prioritize client interests with fair allocation of orders.
2. Prevention of Improper Influence: Safeguards ensure employees or departments cannot exert undue influence over others in providing services.
3. Control of Participation: Employees are restricted from roles or activities that could conflict with client interests.

4. Information Exchange Controls: Tailored procedures prevent the exchange of sensitive information between departments or individuals, reducing conflict risks.

   These measures are designed to prioritize client interests and maintain ethical operations.

If a conflict of interest cannot be avoided or fully mitigated:

• The affected client is informed of the nature and source of the conflict.
• The service proceeds only with the client´s consent.
• If the conflict cannot be resolved or disclosed appropriately, the transaction will not proceed.

When a conflict of interest is identified, resolution follows a structured process:

• The matter is addressed by the relevant department head. If multiple departments are involved, oversight shifts to a supervising manager.
• If additional support is needed, the Compliance Department assigns a resolution lead to ensure neutrality and consistency.
• If the conflict presents a potential risk that cannot be fully mitigated, the affected client is informed of the situation, including the nature and origin of the conflict.
• The service or transaction continues only if the client provides informed consent.
• If no resolution or disclosure is feasible, the transaction is not executed.

In all cases, client interests are prioritized:

• In conflicts between the Company and a client, the client’s interest prevails.
• In conflicts between clients, neutrality is strictly maintained.
• Clients are never given details about other users´; transactions.
• Cross-client actions are not permitted if they benefit one at the expense of another.

To avoid incentive-driven conflicts:

• Compensation is balanced and not based solely on sales or volume.
• Bonuses must reflect compliance, fairness, and service quality.
• Employees and connected individuals must report personal crypto transactions, with pre-approval being required for defined thresholds.
• Transactions must be documented in detail and follow fair market conditions

The effective management of conflicts of interest relies on clear governance, transparency, and periodic review.

Roles and Responsibilities:

• Employees must identify, avoid, and report potential conflicts, and seek pre- approvals where necessary.
• Management ensures that internal controls are implemented consistently and effectively.
• The Compliance Department is responsible for reviewing disclosures, enforcing this policy, and overseeing mitigation measures.
• Internal Audit independently assesses the conflict management framework and identifies areas for improvement. A dedicated officer is appointed to oversee the identification and handling of conflicts. This person operates independently and has sufficient authority, resources, and direct access to senior management.

Training and Awareness: All staff undergo regular training to ensure a clear understanding of conflict of interest procedures. Content is role-specific and updated to reflect legal or operational changes. Ongoing education is encouraged to maintain a high standard of compliance.

Disclosure Requirements: In accordance with MiCA, Venga publishes conflict of interest disclosures on its website, including:

• The nature and source of identified conflicts
• Associated risks and mitigation measures
• Availability in all languages used to market services These disclosures support informed decision-making but do not replace Venga’s obligation to actively manage and mitigate conflicts.

Policy Review and Updates:

• The Compliance Department is responsible for reviewing this policy regularly.
• Updates may be initiated due to legal reforms, structural changes, or audit findings.
• A formal review is conducted at least once annually.
• All changes must be approved by the Management Body.

While the full policy is restricted to authorized personnel, a summary is available to the public online, in accordance with MiCA’s transparency requirements.